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J.D. Holdings, LLC v. Bd Ventures

February 23, 2011

J.D. HOLDINGS, LLC,
PLAINTIFF,
v.
BD VENTURES, LLC, ET AL., DEFENDANTS.



The opinion of the court was delivered by: Judge Beryl A. Howell

MEMORANDUM OPINION

Plaintiff J.D Holdings, LLC, a North Carolina company, filed this breach of contract action against three defendants on November 5, 2009. The defendants are BD Ventures, LLC, which is a Washington, D.C. company, and the defendant company's co-owners, Christian Laettner, who is a resident of Florida, and Brian Davis, a resident of Washington, D.C. Despite having been properly served within days of plaintiff's filing, none of the defendants made an appearance. Presently before the Court is plaintiff's Motion for Entry of Judgment Against All Defendants, pursuant to Federal Rules of Civil Procedure 54 and 55(b). For the reasons set forth below, the Court grants plaintiff's motion and issues judgment against the defendants.

BACKGROUND

In November 2006, the plaintiff loaned $500,000 to the defendants for the development and maintenance of real property in Baltimore, Maryland. Compl. ¶ 10. This loan was memorialized in a signed promissory note, dated November 1, 2006, in which the defendants promised to repay the plaintiff, with interest, beginning on February 1, 2007. Id. at ¶ 11; Compl. Ex. A (Promissory Note, ¶ 2).

Two years later, on December 1, 2008, the plaintiff and the defendants agreed to amend the terms of the promissory note. In exchange for extending the maturity date of the loan to July 1, 2009, Messrs. Laettner and Davis personally guaranteed performance of the note. See Compl. Ex. B (Amendment to Promissory Note, ¶ C).

The defendants failed to meet their obligations under the amended promissory note, and have not repaid the plaintiff's loan. On July 2, 2009, the plaintiff provided the defendants with a written notice of default, Compl. ¶ 13-14, and then filed a complaint in this Court on November 5, 2009, alleging breach of contract and seeking actual damages, accrued interest compounded quarterly, and attorney's fees. The plaintiff properly served Mr. Davis on November 6, 2009, Mr. Laettner on November 10, 2009, and BD Ventures, LLC on November 12, 2009. Certificates of Service, ECF Nos. 3, 4. The defendants, however, have filed no appearance before the Court.

On May 13, 2010, more than six months after filing the complaint, the plaintiff notified the Court that "[r]ather than move for entry of default and for a default judgment, JD Holdings instead initiated discussions with Defendant Laettner for the purpose of attempting to settle this matter without judicial intervention." Pl.'s Notice, dated May, 13, 2010, ¶ 3, ECF No. 6. The plaintiff stated that a final settlement would likely be reached in the near future. Id. at ¶ 6.

Three weeks later, on June 3, 2010, the plaintiff filed a Notice of Settlement, stating that it had entered into a Settlement Agreement with Messrs. Davis and Laettner under which these defendants would begin repaying the plaintiff's loan by July 1, 2010. Pl.'s Notice, dated June 3, 2010, ECF No. 7. BD Ventures was not a party to this agreement, but was a third-party beneficiary. Under the terms of the settlement agreement, the plaintiff was not required to dismiss this lawsuit until three days after receipt of first payment. Pl. Mot. Default J., ECF No. 8, Ex. B (Affidavit of Ugo Colella in support of Pl. Mot. For Entry of J. Against All Defendants, dated August 2, 2010 (hereafter "Colella Aff"), Exhibit B at ¶ 1). The settlement agreement also required Messrs. Davis and Laettner to execute a "Confession of Judgment" in the event that they failed to meet their obligations under the terms of the settlement. The confession of judgment provision states:

To secure payment of the Settlement Amount, simultaneously with the execution of this Agreement, Laettner and Davis shall execute a Confession of Judgment in favor of JD Holdings, representing the total amount of Plaintiff's claims against Defendants prior to settlement of five hundred thousand dollars ($500,000.00) plus accrued interest ("Full Amount Claimed") and attorneys' fees and costs. Defendants acknowledge that, in the event of a Default under this Agreement (defined in Paragraph 5), Laettner and Davis will be liable to JD Holdings for the outstanding balance of the Full Amount Claimed after application of any payments made by Laettner and Davis pursuant to this Agreement, plus interest and reasonable attorneys' fees and costs.

Colella Aff., Ex. B at ¶ 3. According to the plaintiff, in accordance with this provision of the Settlement Agreement, Messrs. Davis and Laettner authorized a "Confession of Judgment," which states, in pertinent part:

Defendants Davis and Laettner acknowledge and agree that if they fail to make the First Installment, they shall confess to a judgment in favor of JD Holdings in the amount of $500,000.00, plus accrued interest dating back to December 1, 2008 and JD Holdings' attorneys' fees and costs incurred to prosecute the Litigation (as defined in the Settlement Agreement).

Colella Aff., Ex. B, Confession of Judgment, at ¶¶ 5, 7. The confession expressly provides that Messrs. Davis and Laettner "are giving up the right to any notice or opportunity to be heard prior to the entry of this confessed judgment in favor of JD Holdings and prior to garnishment and attachment of bank accounts and other assets of Defendants," and that plaintiff "may garnish and attach the bank accounts and other assets (whether personal property or other assets) of Defendants Davis and Laettner without prior notice or opportunity for a hearing." Id. at ¶ 7. Messrs. Davis and Laettner additionally acknowledged that the "laws of the District of Columbia control interpretation of this confessed judgment." Id. at ¶ 11. In the event that Messrs. Davis and Laettner were in default of the Settlement Agreement, the Court was "to enter this confessed judgment in favor of JD Holdings and against Defendants Davis and Laettner without the need for them to be served with process or appear before the Court." Id. This "Confession of Judgment" does not appear separately as a filing on the docket sheet of this case.

Thereafter, Messrs. Davis and Laettner failed to meet the terms of the Settlement Agreement and are now in default. Accordingly, on August 2, 2010, the plaintiff moved for default judgment against all defendants, in the amount of $600,000, with interest accruing in the amount of $166.67 per day, plus attorneys' fees and cost totaling $71,309.74, for a total judgment of $671, 309.74. See Pl. Mot. Default J., ECF No. 8, Ex. A (Affidavit of Marlon Cook, ¶¶ 2,4,5), Ex. B (Colella Aff. at ¶ 16). Service of the instant motion was made on counsel for the ...


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